16 October 2024
Eurasia Mining
PLC
Notice of 2024 Annual General
Meeting
Eurasia Mining plc ("Eurasia" or the
"Company"), the platinum, iridium, rhodium,
ruthenium, palladium ("PGM") and gold mining company, announces
that its Annual General Meeting (the "AGM") will be held virtually
via an electronic meeting platform on 15 November 2024 at
9:00am
A complete notice of AGM follows
below.
Notice of 2024 Annual General Meeting
NOTICE IS HEREBY GIVEN that the
Annual General Meeting of Eurasia Mining Plc, ('AGM'), (company
number 03010091), will be held virtually via an electronic
meeting platform on 15
November 2024 at 09:00am, to consider the below
resolutions.
Please note that this notice is important and requires your
immediate attention. If you are in any doubt as to the action to be
taken, please consult an independent adviser
immediately. If you have sold
or transferred or otherwise intend to sell or transfer all of your
holding of ordinary shares in the Company prior to the record date
(as described in Note 1) for the meeting, you should send this
document to the (intended) purchaser or transferee, or to the
stockbroker, bank or other agent through whom the sale or transfer
was or is to be effected for transmission to the (intended)
purchaser or transferee.
Voting on the resolutions
will be available electronically during the meeting for those
wishing to virtually attend the meeting via the electronic meeting
platform, however the Company would still encourage
shareholders to exercise
their votes by submitting their proxy appointment electronically or
by post in advance of the meeting. Lodging of a proxy will not
preclude shareholders from attending and voting virtually via the
electronic meeting platform. A vote submitted during the meeting
will override a vote submitted in advance by proxy, further details
below.
The formal business of the AGM will
be to consider and vote on the resolutions set out in this notice
of meeting (the "Resolutions"). Shareholders wishing to vote, or
appoint the Chairman of the meeting as proxy, on any of the matters
of business may do so electronically at https://investorcentre.linkgroup.co.uk/Login/Login
or by following instructions in Note 2
below. A form of proxy is available at the
Company's website (https://www.eurasiamining.co.uk/investors/circulars-notices),
or can be requested from the Company's registrar ("Registrar"), and must be completed and
submitted in accordance with the instructions thereon to be
received by the Registrar no later
than 09:00am on 13 November 2024. Further information on
voting procedures follows the Resolutions below. Queries regarding
these procedures may be directed to info@eurasiamining.co.uk or the
Company's registrars, Link Group, shareholderenquiries@linkgroup.co.uk;
telephone number: 0371 664 0300 from the United Kingdom and
+44 371 664 0300 from overseas.
Shareholders who wish to attend the annual general meeting
virtually will be able to attend, ask questions and vote in
real-time via the electronic meeting platform, Lumi (see note 14
for more details).
The following Resolutions will be
proposed at the AGM, Resolutions 1 to 6 to be proposed as ordinary
resolutions and Resolutions 7 and 8 to be proposed as special
resolutions. The following note is prepared by the Chairman,
Christian Schaffalitzky, to provide context for the business being
put before the shareholders.
"For the last 3 years, the Group has had to contend with
significant changes to its operating environment. Before February
2022, a clear path had been set based on mining at West Kytlim,
providing working capital while developing the much larger Kola
nickel, copper and PGM tier-one mining cluster. Concurrently, we
were running a process to sell our Russian assets, negotiating with
several parties at the time regarding our assets.
"Subsequently, the geopolitical situation in Russia has
altered the prospects for Eurasia Mining to advance the development
of its mining assets. Positively though, we have noticed that as
global interest rates start to ease, the prices for the metals are
on an upward trend and there is renewed optimism for M&A
opportunities. We are expanding the marketability of the Company
and in that regard, we are planning a secondary listing in
Kazakhstan on the Astana International Exchange.
"In the meantime, our financial resources at the plc level
remain restricted. Thus, on 6 September 2024, we announced the
signing of the Trade Finance Agreement ("TFA") to enable us to have
sufficient capital for the next 12 months, notwithstanding the
potential to generate additional sources of cash during this period
from the sale of the Company's stored inventory of PGM. The TFA is
convertible at a premium to today's share price. Eurasia has
received the first tranche payment of £250,000 but has not yet
needed to serve drawdown notice on the second tranche of £750,000.
The lender has agreed that it will not elect to convert any of the
TFA during the first 90 days the TFA is in place.
"For our strategy to be successful, we have tabled a
resolution to provide the authority to issue new shares on a
non-pre-emptive basis limited by approximately 10% of the Company's
current issued share capital. The Board believes this will provide
the Company with added flexibility to meet its working capital
obligations.
"In parallel, I have put up the majority of my shareholding as
collateral for the TFA. Together with the commitment from the rest
of the Board and our M&A Officer, Dmitry Suschov, who have all
deferred payments of accrued fees and expenses while the TFA
remains outstanding, we are doing our best to enhance the prospects
of the Company. The Company has always endeavoured to make the
shareholders the primary focus of our decision-making. We
understand the past few years have been a frustrating time, due
largely to circumstances outside of the Company's control. We hope
our stakeholders appreciate the effort we are undertaking to ensure
we find a solution for our assets that will benefit the Company's
shareholders. As such, we encourage shareholders to vote in favour
of the Resolutions we are proposing at the AGM, as without the
authority to issue new shares pursuant to the TFA, the future of
the Company might be jeopardised."
The
Directors consider that the Resolutions are in the best interests
of the Company and its Shareholders as a whole. The Directors are
of the opinion that if the Resolutions are not passed the Company
may not be in a position to meet its future operational commitments
and its corporate obligations. Accordingly, the Directors recommend
the Shareholders to vote in favour of the Resolutions at the
General Meeting.
Ordinary Resolutions
To consider, and if thought fit,
pass the following Resolutions as ordinary resolutions:
1. To receive and
consider the audited accounts for the period ended 31 December 2023
together with the Directors' and the auditors' reports
therein.
2. To authorise the
Directors to appoint the Grant Thornton LLP as auditors to the
Company.
3. To authorise the
Directors to determine the remuneration of the auditors of the
Company.
4. To re-appoint
Tamerlan Abdikeev as a Director, who retires for reappointment in
accordance with Article 47.1.2 of the Company's Articles of
Association.
5. To re-appoint
Kotaro Kosaka as a Director, who retires in accordance with Article
47.1.2 of the Company's Articles of Association.
6. That, in
accordance with section 551 of the Companies Act 2006, the
Directors be generally and unconditionally authorised to allot
shares in the Company or grant rights to subscribe for or to
convert any security into shares in the Company ("Rights") up to an
aggregate nominal amount of £300,000 provided that this authority
shall, unless renewed, varied or revoked by the Company, expire at
the earlier of 18 months and the end of the next Annual General
Meeting of the Company to be held after the date on which this
resolution is passed, save that the Company may, before expiry,
make an offer or agreement which would or might require shares to
be allotted, or Rights to be granted and the Directors may allot
shares or grant Rights in pursuance of such offer or agreement
notwithstanding that the authority conferred by this resolution has
expired. This authority is in substitution for all previous
authorities conferred on the Directors in accordance with section
551 of the 2006 Act, but without prejudice to any allotment of
equity securities already made or agreed to be made pursuant to
this authority.
Special Resolutions
To consider, and if thought fit,
pass the following Resolutions as special resolutions:
7. That, subject to
the passing of resolution 6, the Directors be given the general
power to allot equity securities pursuant to section 570 (as
defined by section 560 of the 2006 Act) for cash, either pursuant
to the authority conferred by resolution 6 or by way of a sale of
treasury shares, as if section 561(1) of the 2006 Act did not apply
to any such allotment, provided that this power shall be limited to
the allotment of equity securities up to an aggregate nominal
amount of £300,000.
The power granted by this resolution
will expire on the earlier of 18 months and conclusion of the
Company's next annual general meeting (unless renewed, varied or
revoked by the Company prior to or on that date) save that the
Company may, before this expiry, make offers or agreements which
would or might require equity securities to be allotted after the
expiry and the Directors may allot equity securities in pursuance
of any offer or agreement notwithstanding that the power conferred
by this resolution has expired.
This resolution revokes and replaces
all unexercised powers previously granted to the Directors to allot
equity securities as if section 561(1) of the 2006 Act did not
apply, but without prejudice to any allotment of equity securities
already made or agreed to be made pursuant to this
authority.
8. To authorise the
Directors, in accordance with the Company's Articles of
Association, to call a general meeting of the Company, other than
an annual general meeting, on not less than 14 clear days'
notice.
Notice of Meeting Notes:
The following notes explain your
general rights as a shareholder and your right to attend, ask
questions and vote electronically at this Meeting or to appoint
someone else to vote on your behalf.
1.
To be entitled to attend, ask questions or vote electronically at
the Annual General Meeting (and for the purpose of the
determination by the Company of the number of votes they may cast),
shareholders must be registered in the Register of Members of the
Company at close of trading on 13 November 2024. Changes to the
Register of Members after the relevant deadline shall be
disregarded in determining the rights of any person to vote at the
AGM.
2.
You can vote, or appoint a proxy, by:
·
using Link Investor Centre, a free app for
smartphone and tablet provided by Link Group (the company's
registrar). It allows you to securely manage and monitor your
shareholdings in real time, take part in online voting, keep your
details up to date, access a range of information including payment
history and much more. The app is available to download on both the
Apple App Store and Google Play, or by scanning the relevant QR
code below.
·
· Alternatively, you may access the Link Investor Centre via a
web browser at:
https://investorcentre.linkgroup.co.uk/Login/Login;
· through your relevant Nominee account platform - Please
note:
§ the
Registrar will only accept voting instructions from the legal
holder of a shareholding.
§ Nominee
providers may require voting instructions to be submitted by their
clients up to one week in advance of the Registrar/Company's
submission deadline;
· by requesting a hard copy Form of Proxy directly from Link
Group by emailing shareholderenquiries@linkgroup.co.uk
or telephoning 0371 664 0300 (calls are charged at
the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. Lines are open 09:00 am to 5.30pm Monday to
Friday, excluding public holidays in England and Wales); The form
of proxy can also be downloaded and printed from the Eurasia Mining
website - https://www.eurasiamining.co.uk/investors/circulars-notices.
· In the case of CREST members, by utilising the CREST
electronic voting and proxy appointment service in accordance with
the procedures set out in 6, 7 and 8 below.
· If you are an institutional investor you may also be able to
appoint a proxy electronically via the Proxymity platform, a
process which has been agreed by the Company and approved by the
Registrar. For further information regarding Proxymity, please go
to www.proxymity.io. Your proxy must be lodged by 09:00 am on 13
November 2024 in order to be considered valid or, if the meeting is
adjourned, by the time which is 48 hours before the time of the
adjourned meeting. Before you can appoint a proxy via this process
you will need to have agreed to Proxymity's associated terms and
conditions. It is important that you read these carefully as you
will be bound by them and they will govern the electronic
appointment of your proxy. An electronic proxy appointment via the
Proxymity platform may be revoked completely by sending an
authenticated message via the platform instructing the removal of
your proxy vote.
In order for a proxy appointment to
be valid, it must be received, electronically or by post by the
Registrar at:
Link Group,
PXS1,
Central Square,
29 Wellington Street,
Leeds,
LS1 4DL.
During normal business hours by
09:00 am on 13 November 2024 or, in the event of any adjournment of
the meeting, 48 hours before the time of the adjourned
meeting).
3.
A vote withheld is not a vote in law, which means that the vote
will not be counted in the calculation of votes for or against the
resolution. If no voting indication is given, your proxy will vote
or abstain from voting at his or her discretion. Your proxy will
vote (or abstain from voting) as he or she thinks fit in relation
to any other matter which is put before the Meeting.
4.
If you return more than one proxy appointment, either by paper or
electronic communication, the appointment received last by the
Registrar before the latest time for the receipt of proxies will
take precedence. You are advised to read the terms and conditions
of use carefully. Electronic communication facilities are open to
all shareholders and those who use them will not be
disadvantaged.
5.
The return of a completed form of proxy, electronic filing, any
CREST Proxy Instruction or the appointment of a proxy via Proxymity
will not prevent a shareholder from attending the meeting and
voting electronically, if he/she wishes to do so.
6.
CREST members who wish to appoint a proxy or proxies through the
CREST electronic proxy appointment service may do so for the
Meeting (and any adjournment of the Meeting) by using the
procedures described in the CREST Manual (available
from www.euroclear.com).
CREST Personal Members or other CREST sponsored members, and those
CREST members who have appointed a service provider(s), should
refer to their CREST sponsor or voting service provider(s), who
will be able to take the appropriate action on their
behalf.
7.
In order for a proxy appointment or instruction made by means of
CREST to be valid, the appropriate CREST message (a 'CREST Proxy
Instruction') must be properly authenticated in accordance with
Euroclear UK & International Limited's specifications and must
contain the information required for such instructions, as
described in the CREST Manual. The message must be transmitted so
as to be received by the issuer's agent (ID RA10) by 09:00 am
on 13 November 2024 (being
not less than 48 hours before the time for the holding of the
meeting or any adjourned meeting). For this purpose, the time of
receipt will be taken to mean the time (as determined by the
timestamp applied to the message by the CREST application host)
from which the issuer's agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST. After this
time, any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other
means.
8.
CREST members and, where applicable, their CREST sponsors or voting
service providers should note that Euroclear UK & International
Limited does not make available special procedures in CREST for any
particular message. Normal system timings and limitations will,
therefore, apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member, or sponsored member, or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting system providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
9.
Any corporation which is a shareholder can appoint one or more
corporate representatives who may exercise on its behalf all of its
powers as a shareholder provided that no more than one corporate
representative exercises powers in relation to the same
shares.
10. As
at 11 October 2024 (being the latest practicable business
day prior to the publication of this Notice), the Company's
ordinary issued share capital consists of 2,864,559,995
ordinary shares, carrying one vote each. Therefore, the total
voting rights in the Company as at 11 October
2024 are 2,864,559,995.
11.
Under Section 527 of the Companies Act 2006, shareholders meeting
the threshold requirements set out in that section have the right
to require the Company to publish on a website a statement setting
out any matter relating to: (i) the audit of the Company's
financial statements (including the Auditor's Report and the
conduct of the audit) that are to be laid before the Meeting; or
(ii) any circumstances connected with an auditor of the Company
ceasing to hold office since the previous meeting at which annual
financial statements and reports were laid in accordance with
Section 437 of the Companies Act 2006 (in each case) that the
shareholders propose to raise at the relevant meeting. The Company
may not require the shareholders requesting any such website
publication to pay its expenses in complying with Sections 527 or
528 of the Companies Act 2006. Where the Company is required to
place a statement on a website under Section 527 of the Companies
Act 2006, it must forward the statement to the Company's auditor
not later than the time when it makes the statement available on
the website. The business which may be dealt with at the Meeting
for the relevant financial year includes any statement that the
Company has been required under Section 527 of the Companies Act
2006 to publish on a website.
12. You
may not use any electronic address (within the meaning of Section
333(4) of the Companies Act 2006) provided in either this Notice or
any related documents (including the form of proxy) to communicate
with the Company for any purposes other than those expressly
stated.
13. A
copy of this Notice and any other information required by Section
311A of the Companies Act 2006, can be found on the Company's
website at www.eurasiamining.co.uk.
14. Virtual
Meeting Attendance
The Company is pleased to be able to
offer facilities for Shareholders to attend, ask questions and vote
at the AGM electronically in real time should they wish to do so.
The details are set out below.
Instructions on how to join the virtual meeting, vote and ask
questions via the video webcast.
Logging in:
In order to join the AGM
electronically, vote and ask questions via the platform,
Shareholders will need to connect to the following
site https://web.lumiagm.com. Lumi
is available as a mobile web client, compatible with the latest
browser versions of Chrome, Firefox, Edge and Safari and can be
accessed using any web browser, on a PC or smartphone
device.
Once you have accessed
https://web.lumiagm.com from your web browser on a tablet or
Computer, you will be asked to enter the Lumi Meeting ID, which
is 190-718-425. You will then be
prompted to enter your unique 11 digit Investor Code (IVC)
including any leading zeros and 'PIN'. Your PIN is the last 4
digits of your IVC. This will authenticate you as a
shareholder.
For
certificated holdings, Your IVC
can be found on your share certificate or via the Link Investor
Centre (https://investorcentre.linkgroup.co.uk/Login/Login). You
can also obtain your IVC by contacting Link Group, our Registrar,
by calling +44 (0) 371 277 1020*
For
holdings through Nominee accounts,
your Nominee will provide you with a unique IVC and PIN codes with
which to access the meeting, upon request. Please contact the
Corporate Actions team at your Nominee, or login to your Nominee
client account.
Access to the virtual AGM will be
available from 30 minutes before meeting start time, although the
voting functionality will not be enabled until the Chairman of the
meeting declares a poll open. During the AGM, you must ensure you
are connected to the internet at all times in order to vote when
the Chairman commences polling on the Resolutions. Therefore,
it is your responsibility to ensure connectivity for the duration
of the AGM via your wi-fi. A user guide to the Lumi platform is
available on our website at: https://www.eurasiamining.co.uk/investors/circulars-notices.
If you wish to appoint a proxy other
than the Chair of the meeting and for them to attend the virtual
meeting on your behalf, please submit your proxy appointment in the
usual way before contacting Link Group on +44 (0) 371 277 1020* in
order to obtain your appointee's IVC and PIN. It is suggested that
you do this as soon as possible and at least 48 hours (excluding
non-business days) before the meeting.
If your shares are held within a
Nominee you should receive further instructions from your Nominee's
Corporate Actions teams in due course, or will be notified through
your online Nominee client account/ portal. If you do not receive a
notification please contact your Nominee provider as soon as
possible. Your Nominee will need to present a corporate letter of
representation to Link Group, the Company's registrar via email to
meetingsadvisoryteam@linkgroup.co.uk, as soon as possible and at
least 72 hours (excluding non-business days) before the meeting, in
order that they can obtain for you your unique IVC and PIN to
enable you to attend the virtual meeting.
*Lines are open from 9.00 a.m. to
5.30 p.m. Monday to Friday, calls are charged at the standard
geographic rate and will vary by provider. Calls outside the UK
will be charged at the applicable international rate.
For further information, please
contact:
Eurasia Mining Plc
Christian Schaffalitzky
+44 (0)207 932 0418
SP
Angel Corporate Finance LLP (Nomad and Broker)
Jeff Keating / David Hignell / Adam
Cowl
+44 (0)20 3470 0470
Yellow Jersey PR (Financial PR)
Charles Goodwin /
Shivantha
Thambirajah
+44 (0)207 932 0418
eurasia@yellowjerseypr.com